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HomeMy WebLinkAbout2014-12-09; Municipal Water District; 793; Integrated Regional Water Mgmt Program AgreementCARLSBAD MUNICIPAL WATER DISTRICT-AGENDA BILL 14 AB# 793 APPROVE INTEGRATED REGIONAL WATER MANAGEMENT PROGRAM AGREEMENT BETWEEN OLIVENHAIN MUNICIPAL WATER DiSTRICT AND LOCAL PROJECT PARTICIPANTS AND AUTHORIZING THE EXECUTIVE MANAGER TO CONTRACT WITH AN APPROVED THIRD PARTY PROVIDER TO INITIATE AND ENFORCE A LABOR COMPLIANCE PROGRAM FOR THE PHASE lli RECYCLED WATER PROJECT DEPT.DIRECTOR DATE 12-09-14 APPROVE INTEGRATED REGIONAL WATER MANAGEMENT PROGRAM AGREEMENT BETWEEN OLIVENHAIN MUNICIPAL WATER DiSTRICT AND LOCAL PROJECT PARTICIPANTS AND AUTHORIZING THE EXECUTIVE MANAGER TO CONTRACT WITH AN APPROVED THIRD PARTY PROVIDER TO INITIATE AND ENFORCE A LABOR COMPLIANCE PROGRAM FOR THE PHASE lli RECYCLED WATER PROJECT GEN. COUNSEL JLl/^ DEPT. PW-UTIL APPROVE INTEGRATED REGIONAL WATER MANAGEMENT PROGRAM AGREEMENT BETWEEN OLIVENHAIN MUNICIPAL WATER DiSTRICT AND LOCAL PROJECT PARTICIPANTS AND AUTHORIZING THE EXECUTIVE MANAGER TO CONTRACT WITH AN APPROVED THIRD PARTY PROVIDER TO INITIATE AND ENFORCE A LABOR COMPLIANCE PROGRAM FOR THE PHASE lli RECYCLED WATER PROJECT f EXEC. DIRECTOR RECOMMENDED ACTION: Adopt Resolution No. 1507 approving the Agreement for the Integrated Regional Water Management Program between Olivenhain Municipal Water District and Local Project Participants. Adopt Resolution No. 1508 authorizing the Executive Manager to contract with an approved third party provider to initiate and enforce a Labor Compliance Program for the Phase III Recycled Water Project. ITEM EXPLANATION: In June 2010, as part of developing grant funding opportunities for Carlsbad Municipal Water District's (CMWD) Phase III Recycled Water project, staff entered into discussions with nine north San Diego County agencies (listed below) pursuing development of their own respective recycled water projects. The group collectively entered into an agreement to retain the engineering consultant, RMC, to develop a comprehensive report to maximize the use of recycled water referred to as the North San Diego County Regional Recycled Water Project (NSDCRRWP), with Olivenhain Municipal Water District (OMWD) serving as the lead agency. Olivenhain Municipal Water District Rincon Del Diablo Municipal Water District Leucadia Wastewater District Santa Fe Irrigation District San Elijo Joint Powers Authority Vallecitos Water District City of Oceanside City of Escondido Vista Irrigation District The CMWD Board adopted Resolution No. 1409 authorizing an application to obtain a Proposition 84 grant for the Phase III Recycled Water Project where up to a 75 percent total cost share grant is available from the State ofCalifornia for planning, engineering, environmental, and design efforts. In August 2010, OMWD, on behalf of all the partner agencies submitted for consideration several projects to the Regional Water Management Group for the San Diego region's Round 1 Proposition 84 Integrated Resources Water Management (IRWM) grant application to the Department of Water Resources. Ahles 760-602-2748 david.ahles@carlsbadca.gov FOR SECRETARY USE. BOARD ACTION: APPROVED CONTINUEDTO DATE SPECIFIC • DENIED • CONTINUEDTO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER - SEE MINUTES • AMENDED • REPORT RECEIVED • Phase III Recycled Water Project December 9. 2014 The Round 1 Proposition 84 IRWM grant was approved and an agreement was executed on December 12, 2012, officially granting $7.9 million to the San Diego IRWMP via the San Diego County Water Authority (SDCWA). The total grant for the NSDCRRWP was $1,455,000 which will be distributed evenly between the partner agencies. In July 2012, OMWD submitted for consideration ofthe NSDCRRWP to the Regional Water Management Group for the San Diego region's Round 2 Proposition 84 Integrated Resources Water Management (IRWM) grant application to the Department of Water Resources. The grant was approved and an agreement executed in August 2014, granting $10.5 million to the San Diego IRWMP. The San Diego County Water Authority (SDCWA) is the grantee; however it does not directly administer individual projects contained within the IRWMP. Thus, before grant funding may be distributed for each individual project, SDCWA will enter into an agreement with each project's lead agency or "local project sponsor." The total grant is $3,452,000 for NSDCRRWP which will be distributed evenly between the partner agencies. In the capacity of local project sponsor for the NSDCRRWP, OMWD is required to act on SDCWA's behalf for the purposes of project management, oversight, compliance, operations, maintenance of SDCWA's responsibilities as specifically identified in the grant agreement with the California Department of Water Resources. An agreement to be signed between OMWD and each NSDCRRWP partner agency (or "local project participant") is required to ensure the performance of each agency in allowing OMWD to fulfill the terms of the local project sponsor agreement. To ensure its ability to fulfill its obligation, OMWD requires each ofthe local project participants to act on its behalf in the fulfillment of its responsibilities as specifically identified in the local project sponsor agreement with SDCWA. Additionally, the local project participant agreement (Exhibit 4) outlines the method through which the grant award will be divided among the local project participants. The grant funds are intended to fund in whole the project management. Programmatic Environmental Impact Report, public outreach plan, and feasibility study for the project, as well as the administrative expenses by SDCWA and OMWD as permitted by SDCWA's grant agreement with the Department of Water Resources. Funds that remain will be distributed evenly among the local project participants (the 10 agencies) to be applied to their individual subprojects. Each of the 10 agencies will receive approximately $345,000 to apply to their individual subprojects. Proposition 84 requires an entity using its funds to implement and enforce an approved labor compliance program or to contract with a State approved third party and adopt the approved labor compliance plan. CMWD shall will contract with a third party to initiate and enforce a Labor Compliance Plan forthe Phase III Recycled Water Project. Phase III Recycled Water Project December 9, 2014 FISCAL IMPACT: Approval of the local project sponsor agreement will garner the NSDCRRWP $3,452,000 in Round 2 Proposition 84 IRWM grant funds. The award will be applied as follows: • Funds will be distributed evenly among local project participants (the 10 agencies) to be applied to their individual subprojects. Estimates suggest that each agency, including CMWD, will receive $345,000. CMWD will use these funds as reimbursement for construction of an 8-inch diameter pipeline in El Camino Real from Alga Road to La Costa Avenue, slated to be constructed in early 2015. Proposition 84 grants require a 25% local match which will be funded from the Phase III Recycled Water Project. Sufficient funds are available in the Phase III Recycled Water Project. • Staff is requesting that the Board approve the local project sponsor agreement, accept the grant funds, and appropriate the grant funds for use in the Recycled Water Phase III project. • CMWD will contract with a third party to initiate and enforce, a Labor Compliance Plan for the Phase III Recycled Water Project. The Professional Service Agreement will be subject to the current purchasing requirements and is anticipated to be within the Executive Manager's authority. ENVIRONMENTAL IMPACT: An environmental impact assessment was conducted for the Phase III Recycled Water Project, and a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program was approved bythe Board through Resolution No. 1455, on November 27, 2012. Furthermore, pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. PUBLIC NOTIFICATION: None required. EXHIBITS: 1. Resolution No. 1507 of the Board of Directors of Carlsbad Municipal Water District (CMWD) approving the Agreement for the Integrated Regional Water Management Program between Olivenhain Municipal Water District and Local Project Participants, Project No. 1-80013 2. Resolution No. 1508 of the Board of Directors of Carlsbad Municipal Water District (CMWD) authorizing the Executive Manager to contract with an approved third party provider to initiate and enforce a Labor Compliance Program forthe Phase III Recycled Water Project. 3. Location Map 4. Agreement for the Integrated Regional Water Management Program between Olivenhain Municipal Water District and Local Project Participants, Project No. 1-80003 3 Exhibit 1 1 RESOLUTION NO. 1507 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF CARLSBAD MUNICIPAL WATER DISTRICT (CMWD), APPROVING THE AGREEMENT FOR THE INTEGRATED REGIONAL WATER 4 MANAGEMENT PROGRAM BETWEEN OLIVENHAIN MUNICIPAL WATER DISTRICT AND LOCAL PROJECT PARTICIPANTS. 3 5 6 7 8 9 10 WHEREAS, CMWD is pursuing funding programs for development of the Phase III Recycled Water project; and WHEREAS, for funding purposes, CMWD's Phase III Recycled Water Project was combined with projects proposed by nine other agencies (or Local Project Participants) in north 2 J San Diego County into one project referred to as the North San Diego County Regional Recycled 12 Water Project (NSDCRRWP); and 13 WHEREAS, in July 2012, Olivenhain Municipal Water District (OMWD), on behalf of all 14 Local Project Participants submitted for consideration several projects to the Regional Water 15 Management Group for the San Diego region's Round 2 Proposition 84 Integrated Resources 16 Water Management (IRWM) grant application, and the NSDCRRWP was selected for inclusion in the San Diego IRWM; and 19 WHEREAS, a Round 2 Proposition 84 IRWM grant agreement was executed in August 2014, officially granting $10.5 million to the San Diego IRWMP, and the San Diego County Water Authority (SDCWA) is the grantee; and WHEREAS, the NSDCRRWP was included as part of the grant with a grant share of $3,452,000; and 21 22 23 24 25 WHEREAS, the SDCWA does not directly administer individual projects contained within 26 27 28 1 the IRWMP; and 2 WHEREAS, before grant funding may be distributed for each individual project, the SDCWA will enter into an agreement with the NSDCRRWP "local project sponsor"; and WHEREAS, the Olivenhain Municipal Water District is the local project sponsor for the NSDCRRWP, and OMWD is required to act on SDCWA's behalf for the purposes of project 7 management, oversight, compliance, operations, and maintenance; and 8 WHEREAS, OMWD is also required to act on SDCWA's behalf in the fulfillment of SDCWA's responsibilities as specifically identified in the grant agreement with the California 10 Department of Water Resources; and 11 WHEREAS, an agreement to be signed between OMWD and each NSDCRRWP partner 12 ^2 agency (or "local project participant") is required to ensure the performance of each agency in 14 allowing OMWD to fulfill the terms of the local project sponsor agreement, and to ensure its 15 ability to perform according to the terms ofthe local project sponsor agreement, OMWD must require each of the local project participants to act on its behalf in the fulfillment of its 17 responsibilities as specifically identified in the local project sponsor agreement with SDCWA; 18 and 19 2Q WHEREAS, the local project participant agreement outlines the method through which 21 the grant award will be divided among agencies, and the grant funds are intended to fund in 22 whole the project management, Programmatic Environmental Impact Report, public outreach plan, and feasibility study for the project, as well as the administrative expenses by SDCWA, and OMWD as permitted by SDCWA's grant agreement with the Department of Water Resources; and 23 24 25 26 27 28 5 1 WHEREAS, funds that remain will be distributed evenly among project partners to be ^ applied to individual subprojects, and each agency will receive approximately $345,000 to apply 3 to their individual subprojects. 4 NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of 5 the City of Carlsbad, California, as follows that: 6 7 1. The above recitations are true and correct. 8 2. That the Agreement for the Integrated Regional Water Management Program ^ between Olivenhain Municipal Water District and Local Project Participants is hereby approved, 10 and the Executive Manager or his designee is authorized to execute the agreement on behalf of 11 CMWD. 12 j2 3. That the Board accepts and authorizes the receipt of the grant funds 14 4. That the Administrative Services Director is authorized to appropriate the grant 15 funds, currently estimated at $345,000, when received for use towards the Recycled Water Phase III project // // // // // // // 16 17 18 19 20 21 22 23 24 25 // 26 // 27 28 IP 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Special Meeting of the Board of Directors of the Carlsbad Municipal Water District of the City of Carlsbad on the 9^*^ day of December, 2014, by the following vote to wit: AYES: NOES: Board Members Hall, Packard, Wood, Schumacher, Blackburn. None. ABSENT: None. MATT HALL, President ATTEST: BARBARA ENGLESON, Secretary (SEAL) XJCO Exhibit 2 1 RESOLUTION NO. 1508 A RESOLUTION OF THE BOARD OF DIRECTORS OF CARLSBAD MUNICIPAL WATER DISTRICT, AUTHORIZING THE EXECUTIVE MANAGER TO CONTRACT WITH AN APPROVED THIRD PARTY 4 PROVIDER TO INITIATE AND ENFORCE A LABOR COMPLIANCE PROGRAM FOR THE PHASE III RECYCLED WATER PROJECT 5 6 7 8 9 10 24 25 26 27 28 WHEREAS, the Board of Directors of the Carlsbad Municipal Water District, California has determined it necessary, desirable, and in the public interest to approve and adopt Labor Compliance Program forthe Phase III Recycled Water Project and; WHEREAS, Proposition 84 requires an entity using funds derived from same to implement and enforce an approved labor compliance program or to contractor with a State 12 approved third party and adopt the approved Labor Compliance Plan, and whereas the State 13 Revolving Fund requires compliance with the Davis Bacon wage requirements to assure payment of prevailing wages WHEREAS, Carlsbad Municipal Water District (CMWD) intends to utilize funds derived from the Prop 84 / State Revolving Fund for certain District public works projects; and WHEREAS, the District is required make written findings that it has initiated and shall 14 15 16 17 18 enforce, or has contracted with a third party to initiate and enforce, a Labor Compliance Plan. 20 WHEREAS, in compliance with Labor Code the District shall transmit its findings to the 21 Division of Industrial Relations. 22 NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of 23 the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. The District shall utilize funds derived from the Prop 84 Bond Act for Phase Recycled Water Project. 1 3. The Executive Manager is authorized to contract with an approved third party provider, to initiate and enforce a Labor Compliance Program for the Phase III Recycled Water 3 Project on behalf of the District. 4 5 // 6 // 7 // 8 // 9 // 10 // 11 // 12 // 13 // 14 // 15 // 16 // 17 // 18 // 19 // 20 // 21 // 22 // 23 // 24 // 25 // 26 // 27 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Special Meeting ofthe Board of Directors ofthe Carlsbad Municipal Water District ofthe City of Carlsbad on the 9*'^ day of December, 2014, by the following vote to wit: AYES: NOES: ABSENT: Board Members Hall, Packard, Wood, Schumacher, Blackburn. None. None. MATT HALL, President ATTEST: BARBARA ENGLESON, Setretary (SEAL) vS^**'"""//, LOCATION MAP PIPELINE SEGMENT 7 (ROUND 3) PIPELINE SEGMENT 18 ^ . JR0UND2) PIPELINE SEGMENT 1A (ROUND 3) LN CWRF EXPANSION (ROUND 3) PIPELINE SEGMENTS (ROUND 2) s I '/}v /; •|5 PROJECT NAME PROPOSITION 84 IRWM GRANTS PHASE III RECYCLED WATER PROJECT NUMBER 5208 EXHIBIT PLOTIED BY: SCOTT EVANS PLOT DATE: 11/18/14 PATHiD: \UTIUTIES DEPARTUENT\LOCAVON UAPS\5207-5208 COMBO.DWG Exhibit 4 AGREEMENT for the INTEGRATED REGIONAL WATER MANAGEMENT PROGRAM BETWEEN OUVENHAIN MUNICIPAL WATER DISTRICT AND LOCAL PROJECT PARTICIPANTS PROJECT NO. 1-80013 This Agreement between Olivenhain Municipal Water District, a Municipal Water District organized and operating pursuant to Water Code Sections 71000 et seq. and Local Project Sponsor (hereinafter OMWD); and Carlsbad Municipal Water District (Carlsbad), the City of Escondido (Escondido), Leucadia Wastewater District (Leucadia), the City of Oceanside (Oceanside), Rincon del Diablo Municipal Water District (Rincon), San Elijo Joint Powers Authority (SEJPA), Santa Fe Irrigation District (Santa Fe), Vallecitos Water District (Vallecitos), and Vista Irrigation District (Vista) (collectively Local Project Participants, or LPP), sets forth the understanding of OMWD and the Local Project Participants for partnership and uses of a grant award from the State ofCalifornia Department of Water Resources (DWR) via local grant administrator, the San Diego County Water Authority (SDCWA). RECITALS 1. In November 2006, California voters approved the Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006 (Proposition 84), which authorized $5,388 billion in general obligation bonds to fund safe drinking water, water quality and supply, flood control, waterway and natural resource protection, water pollution and contamination control, state and local park improvements, public access to natural resources, and water conservation efforts. 2. In 2010, OMWD and LPPs came together in order to encourage the beneficial reuse of wastewater across jurisdictional boundaries. The North San Diego County Regional Recycled Water Project (NSDCRRWP) is a project included in the San Diego IRWM Plan. Participants in the project are OMWD and LPPs. 3. In September 2011, SDCWA, the City of San Diego and the County of San Diego entered into a Memorandum of Understanding (MOU) for Fiscal Years 2012-2016 Grant Program that established the San Diego Regional Water Management Group (RWMG), and the parties' roles with regard to the San Diego Integrated Regional Water Management (IRWM) Plan and the division of responsibilities for administration of IRWM grant monies. 4. Effective December 12, 2012, SDCWA, acting on behalf ofthe San Diego RWMG, entered into a $ 7.9 million grant agreement with DWR for Prop 84, Funding Round 1. The San Diego RWMG committed a total of$1.455 million ofthis award to the planning phase ofthe NSDCRRWP. 5. In July 2012, DWR solicited for projects for a second round of grants to be funded by Proposition 84. The implementation phase ofthe NSDCRRWP was included in the Round 2 San Diego IRWM Plan. In September 2013, the IRWM Plan was adopted by the RWMG. 6. Effective August 2014, SDCWA, acting on behalf of the San Diego RWMG, entered into a grant agreement with DWR in the value of $10,511,225. The grant will assist in financing projects associated 462276.V1 1^ Exhibit 4 with the San Diego IRWM Plan. The San Diego RWMG has committed a total of $3,452 million in funds to the NSDCRRWP provided via the grant agreement. The grant agreement is attached as Exhibit B. 7. On October 16, 2014, OMWD entered into the Grant Agreement for the Integrated Regional Water Management Program Related to Proposition 84, Implementation Grants Between San Diego County Water Authority and Olivenhain Municipal Water District, Project Number 1-80013 (Local Project Sponsor agreement)(attached hereto as Exhibit A). In the capacity of Local Project Sponsor, OMWD is required to act on SDCWA's behalf for matters pertaining to the NSDCRRWP for the purposes of project management, oversight, compliance, operations, and maintenance. OMWD is also required to act on SDCWA's behalf in the fulfillment of SDCWA's responsibilities as specifically identified in SDCWA's agreement with DWR. The Recitals are incorporated herein and, the Parties do agree as follows: COVENANTS 1. Intent. Parties agree that the intent ofthis Agreement and the terms established herein are to facilitate the compliance of OMWD, in its role as Local Project Sponsor, with all terms and conditions established in the Local Project Sponsor agreement. Additionally, it is the intent of this Agreement that grant funds received via the grant agreement less permissible project administration fees to be allocated to OMWD and SDCWA will be divided equally among OMWD and LPPs, and that costs associated with compliance with the Local Project Sponsor agreement incurred prior or subsequent to the execution of this Agreement shall be borne equally by OMWD and LPPs. 2. Definitions. The following words and terms, unless otherwise defined, shall mean: a. Local Project Participant (LPP): Sponsor of subprojects funded as part of the IRWM grant from DWR that are not serving as Local Project Sponsor. For purposes of this Agreement, LPPs are Carlsbad, Escondido, Leucadia, Oceanside, Rincon, SEJPA, Santa Fe, Vallecitos, and Vista. i. Marine Corps Base Camp Pendleton (Camp Pendleton) is not an LPP. Camp Pendleton, as a federal military installation, is governed by different legal and fiscal authorities than the LPPs. However, it is the intention of OMWD and the LPPs to cooperatively share information and resources to facilitate the integration of Camp Pendleton's recycled water infrastructure and tertiary treated effluent into the regional recycled water treatment and distribution systems of northern San Diego County. Camp Pendleton will serve as a non-voting member of the partnership which will not seek or accept non-federal funds through this Agreement, but will instead coordinate, and support—where appropriate—the efforts of the LPPs to obtain funding and develop recycled water infrastructure and capabilities in northern San Diego County. b. Grant agreement: Grant agreement 4600010589 between SDCWA and DWR, effective August 6, 2014, for the disbursement of $10,511,225 in grant funds. 462276.V1 I ^ Exhibit 4 c. Local Project Sponsor agreement: the Grant Agreement for the Integrated Regional Water Management Program Related to Proposition 84, Implementation Grants Between San Diego County Water Authority and Olivenhain Municipal Water District, Project Number 1-80013, executed by OMWD October 16, 2014, requiring OMWD to fulfill certain responsibilities and duties pertaining to the NSDCRRWP in order to ensure SDCWA's performance with the terms of the grant agreement. d. Project or NSDCRRWP: The North San Diego County Regional Recycled Water Project, a project listed in the grant agreement for which OMWD serves as the Local Project Sponsor. Subprojects are individual elements of the NSDCRRWP on which work will typically be carried out by one individual LPP. 3. Term of Agreement. The term of this Agreement begins on October 16, 2014 and terminates June 30, 2019 or when all parties' obligations under this Agreement have been fully satisfied. 4. Grant amount. The maximum amount payable by DWR to SDCWA for the NSDCRRWP shall not exceed $3,452,000. As LPS, OMWD will facilitate the distribution of grant funds to LPPs according to the terms of this Agreement. 5. Project costs. The reasonable total cost of all subprojects ofthe NSDCRRWP is estimated to be $16,201,662. LPPs shall fund the difference, if any, between the estimates of their respective subproject's cost and the portion ofthe grant amount to which each LPP is entitled specified in paragraph 9. Each LPP is only responsible for funding the difference for its subproject. Total cost share for the NSDCRRWP is estimated to be $12,749,662. LPP funding match is at least 25 percent ofthe total project costs, unless a disadvantaged community project waiver is granted. Costs eligible to be considered part of a funding match may include cost share performed after September 30, 2008. Costs paid for by another state funding source cannot be considered as a funding match. Additional Cost Share is the amount necessary to fund the project above the Grant Amount and the Funding Match. Additional Cost Share for the project is estimated to be $6,717,662. Additional Cost Share will not be reviewed by DWR or SDCWA for invoicing purposes; however, LPPs are required to submit all financial records associated with the project to OMWD in accordance with the invoicing procedures described in paragraph 10, "Invoices." 6. Budget contingency. a. OMWD and LPPs shall have no obligation to perform underthis Agreement if DWR does not provide funding for the IRWM program. LPPs acknowledge that if funding for any fiscal year is reduced or deleted by DWR, DWR at its option may either (1) cancel the grant agreement with no liability occurring to DWR, SDCWA, and OMWD, or (2) amend the grant agreement to reflect the reduced amount of funding. If DWR amends the grant agreement, SDCWA would offer to amend or terminate the Local Project Sponsor agreement to reflect the reduced funding by DWR. Following amendment or termination of the Local Project Sponsor agreement, OMWD would 462276.V1 Exhibit 4 offer to amend or terminate this Agreement to reflect termination or amendment of the Local Project Sponsor agreement. b. If funding is deleted by DWR, OMWD shall have no obligation to continue to serve as Local Project Sponsor and this Agreement shall be of no force and effect. In this event, LPPs shall not be obligated to perform under the Agreement. 7. Local Project Participant responsibilities. a. LPP shall faithfully and expeditiously perform or cause to be performed all project work as described in and in accordance with this Agreement, the grant agreement, and the IRWM program. LPP shall comply with all of the terms and conditions of this Agreement and applicable California Public Resources Code (PRC) requirements. b. Accept and agree to comply with all terms, provisions, conditions, and written commitments of this LPP agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and statements made by LPP in the grant application, documents, amendments, and communications filed in support of the request for Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006 financing. c. Comply with all applicable California laws and regulations. d. Implement the subproject(s) in accordance with applicable provisions ofthe law. e. Fulfill its obligations under the LPP, LPS, and Grant Agreements, and be responsible for the performance of its subproject. f. LPP shall be solely responsible for work and for persons or entities engaged in work, including, but not limited to, subcontractors, suppliers, and all providers of services under this Agreement. LPP shall fulfill its obligations in a manner that is consistent with the grant agreement and the IRWM program. g. LPP shall be responsible for all disputes arising out of its contracts for work including, but not limited to, bid disputes and payment disputes with its contractors and consultants or other entities. DWR, SDCWA, or OMWD will not mediate disputes between LPP and any other entity regarding performance of work. h. LPP shall be responsible for oversight, compliance, operations, and maintenance of NSDCRRWP subprojects. LPP or its representatives shall perform regular inspections of any construction work in progress. LPP shall promptly perform, or cause to be performed, all IRWM program work as described in the final plans and specifications for the subprojects identified in Exhibit A. 1^ 462276.V1 Exhibit 4 i. LPP is solely responsible for design, construction, and operation and maintenance of subprojects identified in Exhibit A. Review or approval of plans, specifications, bid documents, or other construction documents by DWR, SDCWA, or OMWD is solely for the purpose of proper administration of grant funds and shall not relieve or limit responsibilities of LPP with regard to its contractual obligations. j. LPP shall be responsible for funding an equivalent portion of any post-award administrative costs, not directly related to subprojects that are incurred in order to maintain compliance with the Local Project Sponsor agreement, including but not limited to post- completion audits conducted at the discretion of SDCWA and/or DWR. 8. Basic Conditions. OMWD shall have no obligation to disburse money for a project under this Agreement unless LPP has satisfied the following conditions in accordance with the Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006. a. If requested, LPP shall demonstrate the availability of sufficient funds to complete the project by submitting the most recent 3 years of audited financial statements. b. For groundwater management and recharge projects and for projects with potential groundwater impacts, the LPS shall demonstrate compliance with the groundwater compliance options set forth on page 15 ofthe IRWM Program Guidelines, dated November 2012. c. Forthe term ofthis Agreement, LPP must submit timely Quarterly Progress Reports as required by Section 24 of this Agreement. 9. Eligible costs. a. OMWD and each LPP are entitled to an equivalent portion of the grant funds less permissible project administration fees to be allocated to OMWD and SDCWA. These entitlements are contingent upon the fulfillment by OMWD and each LPP of portions of the minimum local match required bythe grant agreement and shown in Exhibit B ofthe LPS agreement. b. Eligible costs include the reasonable and necessary costs of engineering, design, land and easement acquisition, preparation of environmental documentation, environmental mitigation, and construction. c. Only work performed after February 4, 2014 shall be eligible for reimbursement. Costs incurred after June 30, 2019 and before February 4, 2014 are not eligible for reimbursement. However, such costs may be considered, at DWR's discretion, as part of LPP's funding match, if such costs were otherwise reimbursable. d. Costs that are not reimbursable with grant funds include, but are not limited to, the following: • Costs incurred before February 4, 2014. 462276.V1 Exhibit 4 • Operation and maintenance costs, including post construction performance and monitoring costs. • Purchase of equipment not an integral part of a subproject. • Establishing a reserve fund. • Purchase of water supply. • Monitoring and assessment costs for efforts required after project construction is complete. • Replacement of existing funding sources for ongoing programs. • Travel and per diem costs (per diem includes subsistence and other related costs). • Support of existing agency requirements and mandates (e.g., punitive regulatory agency requirement. • Purchase of land in excess of the minimum required acreage necessary to operate as an integral part of a subproject, as set forth and detailed by engineering and feasibility studies, or land purchased before February 4, 2014. • Payment of principal or interest of existing indebtedness or any interest payments for the subproject unless the debt is incurred after February 4, 2014, and SDCWA agrees in writing to the eligibility of the costs for reimbursement before the debt is incurred, and the purposes for which the debt is incurred are otherwise eligible costs. • Overhead not directly related to project costs. 10. Invoices. LPP shall submit invoices to OMWD as eligible costs are incurred, which shall in turn send the invoices to SDCWA. Invoices submitted by LPP to OMWD shall include the following information: a. Costs incurred for work performed in implementing a subproject during the period identified in the particular invoice. b. Costs incurred for any interests in real property (land or easements) that have been necessarily acquired for a subproject during the period identified in the particular invoice for the construction, operation, or maintenance of a subproject. c. Invoices shall be submitted on forms provided by OMWD and shall meet the following format requirements: i. Must contain the date of the invoice, the time period covered by the invoice, and the total amount due. ii. Must be itemized based on categories (i.e., tasks) as shown in the project budget in Exhibit A. The amount claimed for salaries/wages/consultant fees must list the a classification or title of each staff/consultant claiming labor costs and include a calculation formula (i.e., hours or days worked times the hourly or daily rate equals the total amount claimed). 462276.V1 17 Exhibit 4 iii. Sufficient evidence (e.g., receipts, copies of checks, time sheets) as determined by OMWD, SDCWA, and DWR must be provided for all costs included in the invoice. Additional Cost Share shall be accounted for separately in the progress reports. iv. Shall clearly delineate those costs claimed for reimbursement from DWR's grant amount, paragraph 4 above, and those costs that represent LPP's Funding Match, as applicable, paragraph 5 above. V. OMWD will notify LPP in a timely manner when, upon review of an invoice, OMWD, SDCWA, or DWR determine that any portion or portions ofthe costs claimed are not eligible costs or are not supported by documentation or receipts acceptable to OMWD, SDCWA, or DWR. LPP may, within eight calendar days of such notice, submit additional documentation to SDCWA to cure such deficiency(ies). If LPP fails to submit adequate documentation curing the deficiency(ies), OMWD or SDCWA will adjust the pending invoice by the amount of ineligible or unapproved costs. 11. Requirements for disbursement. a. By June 30,2019, LPP shall meet all conditions precedent to the disbursement of money as listed below. Failure by LPP to comply by this date may, at the option of OMWD, result in termination ofthis Agreement. For disbursements of funds for each subproject, LPP shall continue to meet the conditions for disbursement, paragraph 12, "Disbursement by OMWD." i. LPP shall ensure the availability of sufficient funds to complete the subprojects identified in Exhibit A. ii. LPP shall comply with all applicable requirements of the California Environmental Quality Act and the National Environmental Policy Act, where applicable. If applicable, before construction or implementation begins on a subproject, LPP shall submit to OMWD copies of environmental documents, including environmental impact reports, environmental impact statements, negative declarations, mitigation agreements, and environmental permits that are required. iii. For the term of the Agreement, LPP shall submit timely periodic progress reports as required by paragraph 24, "Submission of reports." b. Before disbursement of funds for each subproject, LPP shall submit the following to OMWD, if applicable: i. Final plans and specifications certified by a California Registered Civil Engineer. ii. Documents required by the LPP's subproject under the California Environmental Quality Act (CEQA). 462276.V1 Exhibit 4 iii. Documents demonstrating subproject's compliance with all applicable requirements ofthe National Environmental Policy Act, where applicable (e.g., copies of any environmental documents, including environmental impact statements. Finding of No Significant Impact, mitigation monitoring programs, and environmental permits as may be required prior to beginning construction/implementation). iv. A written statement that all necessary permits, easements, rights-of-way, and approvals as may be required by other state, federal, and/or local agencies as specified in paragraph 23, "Permits, licenses, approvals, and compliance with laws," have been obtained. 12. Disbursement by OMWD. Upon receipt of reimbursement from SDCWA for costs incurred by OMWD and LPPs, OMWD will distribute grant funds to each agency equal to the amounts invoiced by each LPP less permissible project administration fees. OMWD and each LPP are entitled to an equivalent portion of the grant funds less permissible project administration fees to OMWD and SDCWA. These grant funds are subject to the conditions described in the grant agreement and the Local Project Sponsor agreement and must meet all conditions in this Agreement. 13. Compliance with terms. LPP shall comply with all terms and conditions ofthe grant agreement and Local Project Sponsor agreement, as applicable. LPP shall comply with all requirements imposed upon OMWD under the Local Project Sponsor agreement, as applicable, unless otherwise specified in this Agreement. OMWD shall possess all rights afforded SDCWA and/or DWR by the Local Project Sponsor agreement, as applicable, unless otherwise specified in this Agreement. 14. Amendment. All amendments or modification ofthis Agreement shall be in writing and signed by the parties. No oral understanding or agreement not incorporated in the Agreement is binding on the parties. 15. Audits. OMWD reserves the right to conduct an audit of LPP at any time between the execution ofthis Agreement and the completion of the grant agreement program, with the costs ofthe audit to be borne by SDCWA or DWR. Following completion of the project, SDCWA and/or DWR may require OMWD to conduct a final audit or may perform the audit at OMWD's expense. Costs incurred by OMWD for audits performed up to three years after project completion will be divided evenly among OMWD and LPPs. For post completion audits initiated by SDCWA, costs of an independent auditor firm will be borne by SDCWA provided that no misappropriation of funds is discovered as a result of such audit. Failure or refusal by LPP to comply with this provision shall be considered a breach ofthis Agreement, and OMWD, SDCWA, and DWR may take any action to protect their interests. LPPs shall be subject to the examination and audit of the California State Auditor and/or SDCWA for a period of three years after completion of the grant agreement. All records of LPPs and their subcontractors shall be preserved for at least three years after completion of the grant agreement or through June 30, 2022, whichever is later. 462276.V1 Exhibit 4 16. Disposition of equipment. LPP shall consult with OMWD on the scope of the inventory not less than 60 days before the submission of the final subproject invoice. Not less than 30 days before submission of its final invoice, LPP shall provide to OMWD a final inventory of equipment purchased with grant funds. The inventory shall include all items with a current estimated fair market value of more than $5000 per item. Within 60 days of receipt of the inventory, DWR will provide SDCWA with a list of the items on the inventory to which DWR will take title. All other items shall become the property of LPP. DWR will arrange for delivery from LPP of items to which it takes title. Cost of transportation, if any, will be borne by DWR. 17. Independent capacity. In the performance of this Agreement, LPP, its officers, agents, contractors, volunteers, and employees, shall act in an independent capacity and not as officers, employees, or agents of DWR, SDCWA, or OWMD. 18. No third party rights. The parties to this Agreement do not intend to create rights in, or grant remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation or undertaking established herein. 19. Severability of unenforceable provision. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, all other provisions of this Agreement shall be construed to remain fully valid, enforceable, and binding on the parties. 20. Successors and Assigns. This Agreement and all of its provisions shall apply to and bind the successors and assigns of the parties. No assignment or transfer of this Agreement or any part thereof, rights hereunder, or interest herein by LPPs shall be valid unless and until it is approved in writing by DWR and made subject to such reasonable terms and conditions as DWR may impose. 21. Timeliness. Time is ofthe essence in this Agreement. 22. Default provisions. a. LPP will be in default under this Agreement if any of the following occur: • Failure to perform any material term of this Agreement; • Making any false representation or statement; • Failure to construct, operate, or maintain subprojects in accordance with this Agreement; • Failure to submit in a timely manner information on subprojects to be included in progress reports to SDCWA; • Failure to submit in a timely manner cost information to be included in invoices to SDCWA; or • Failure to remit unexpended funds. b. If an event of default occurs, OMWD may do the following: 462276.V1 Exhibit 4 • Declare that the grant amounts be repaid immediately, with interest, which shall be equal to State of California general obligation bond interest rate in effect at the time of the default; • Terminate any obligation to make future payments to LPP; • Terminate this Agreement; and • Take any other action that it deems necessary to protect its interests. 23. Permits, licenses, approvals, and compliance with laws. LPP shall ensure all permits, licenses, and approvals required for performing their obligations under this Agreement are obtained, including those necessary to perform, design, construct, or operate and maintain subproject. LPPs shall comply with all applicable federal, state, and local laws, rules, and regulations, guidelines, specifically including, but not limited to, environmental, procurement, and safety laws, rules, regulations, and ordinances, and also specifically including the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C, 12101 et seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA and requirements for each project described in Exhibit A. 24. Submission of reports. All reports shall be submitted to OMWD or its designee. The submittal and approval of all reports is a requirement forthe successful completion ofthis Agreement. Reports shall be submitted in electronic form, shall meet generally accepted professional standards for technical reporting, and shall be proofread for content and accuracy before submission. LPP shall promptly provide any additional information requested by OMWD, SDCWA, or DWR for approval of reports. Reports shall be presented in the formats described in Exhibit A. The submittal and approval of reports is a requirement for initial and continued disbursement of DWR funds. Submittal of a Project Completion Report is a requirement for the release of any retention. • Quarterly Reports: Beginning in the first quarter after signing this Agreement and for the duration of the grant agreement, LPP shall submit to OMWD a quarterly report that explains the status of each subproject described in Exhibit A. Reports shall be submitted seven calendar days after the end ofthe previous quarter. OMWD will notify LPPs ofthe quarter period cycle once the determination is made by SDCWA. • Project Completion Reports: Within 45 calendar days of completion of all project tasks, LPP shall submit to OMWD a Project Completion Report for each subproject as described included in Exhibit A. • Project Performance Reports: LPP shall submit a Project Completion Report for its respective subproject to OMWD within 45 calendar days after the first operational year of the project has elapsed, in accordance with Exhibit A. This record-keeping and reporting process shall be repeated for each project annually for a total of 10 years after the completed project begins operation. 25. IRWM Program Performance and Assurances. LPP agrees to promptly perform or cause to be performed all IRWM Program work as described in the final plans and specifications for its subproject and implement the subproject in accordance with applicable provisions of the law. If OMWD and/or SDCWA 10 462276.V1 Exhibit 4 must enforce this provision by legal action, LPP shall pay all costs incurred by OMWD and/or SDCWA including, but not limited to, reasonable attorneys' fees, legal expenses, expert fees, and other costs. 26. Labor compliance. LPP agrees to comply with all applicable California Labor Code requirements. LPP must, independently or through a third party, adopt and enforce a Department of Industrial Relations-certified Labor Compliance Program (LCP) meeting the requirements of Labor Code section 1771.5 for projects funded by Proposition 84 (Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006; PRC sections 75075 et seq.). Proof of compliance with this section must be furnished to OMWD upon request. 27. Operation and maintenance of projects. a. Forthe useful life ofthe projects and in consideration of the grant made by DWR, LPP shall ensure the commencement and continued operation of the subproject(s), and shall ensure the subprojects are operated in an efficient and economical manner; shall ensure all repairs, renewals, and replacements necessary for the efficient operation ofthe same are provided; and shall ensure or cause the same to be maintained in as good and efficient condition as upon its construction, ordinary and reasonable wear and depreciation excepted. All operations and maintenance costs of the facilities and structures shall be the responsibility of LPP for its subproject(s). DWR, SDCWA, or OMWD shall not be liable for any cost of maintenance, management, or operation. b. For purposes of this Agreement, "operation costs" include direct costs incurred for material and labor needed for operations, utilities, insurance, and similar expenses. "Maintenance costs" include ordinary repairs and replacements ofa recurring nature necessary for capital assets and basic structures, and the expenditure of funds necessary to replace or reconstruct capital assets or basic structures. Refusal of LPP to ensure operation and maintenance ofthe subprojects in accordance with this provision may, at the option of OMWD, be considered a breach of this Agreement and may be treated as default under paragraph 22. 28. Monitoring requirements. LPP shall ensure that all groundwater subprojects and subprojects that include groundwater monitoring requirements are consistent with the Groundwater Quality Monitoring Act of 2001 (Part 2.76, commencing with Section 10780 of Division 6 of the Water Code). Where applicable, subprojects that affect water quality shall include a monitoring component that allows the integration of data into statewide monitoring efforts, including where applicable, the Surface Water Ambient Monitoring Program carried out by State Water Resources Control Board. Exhibit A provides guidance on such monitoring requirements. 29. Notification of OMWD. For each subproject, LPP shall promptly notify OMWD in writing of the following occurrences: a. Events or proposed changes that could affect the scope, budget, or work performed under this Agreement. LPP agrees that no substantial change in the scope of a subproject will be 11 462276.V1 Exhibit 4 undertaken until written notice ofthe proposed change has been provided to OMWD and OMWD has given written approval of such change. b. Any public or media event publicizing the accomplishments or results ofthis Agreement that provides the opportunity for OMWD, SDCWA, or DWR representatives to attend and participate. LPP shall notify OMWD at least 28 calendar days before the event. c. Completion ofwork on a subproject. d. Final inspection of a subproject by a California Registered Professional (Civil Engineer or Geologist, as appropriate). LPP shall notify DWR, SDCWA, and OMWD at least 28 calendar days before the inspection and provide DWR, SDCWA, and OMWD the opportunity to participate in the inspection. 30. Project managers. Any party may change its Project Manager upon written notice to the other parties. • DWR's Project Manager shall be the Chief, Division of Integrated Regional Water Management, Department of Water Resources. DWR's Project Manager shall be DWR's representative and shall have the authority to make determinations and findings with respect to each controversy arising under or in connection with the interpretation, performance, or payment for work performed under DWR grant agreement. • SDCWA's Project Manager shall be Mark Stadler, Principal Water Resources Specialist. SDCWA's Project Manager shall be its representative for the administration of this Agreement and shall have full authority to act on behalf of SDCWA, including authority to execute all payment requests. • OMWD's Project Manager, Kimberiy Thorner, shall be its representative for the administration of this Agreement and shall have full authority to act on behalf of OMWD including authority to execute all payment requests. 31. Notices. All notice, demand, request, consent, or approval that any party desires or is requested to give to one or more of the other parties shall be in writing. Notices may be sent by mail, courier, electronic mail, or any other means of delivery. Any party may, by written notice to the others, designate a different address that shall be substituted for the one below. State of California Department of Water Resources Division of Integrated Regional Water Management Attention: Chief, Division, of Integrated Regional Water Management Financial Assistance Branch P.O. Box 942836 Sacramento, CA 94236-0001 12 462276.V1 23 Exhibit 4 Mark Stadler Principal Water Resources Specialist San Diego County Water Authority 4677 Overland Avenue San Diego, CA 92123 Kimberiy Thorner General Manager Olivenhain Municipal Water District 1966 Olivenhain Road Encinitas, CA 92024 Wendy Chambers General Manager Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 Chris McKinney Directorof Utilities City of Escondido 201 North Broadway Escondido, CA 92025 Paul Bushee General Manager Leucadia Wastewater District 1960 La Costa Avenue Carlsbad, CA 92009 Cari Dale Water Utilities Director City of Oceanside 300 North Coast Highway Oceanside, CA 92054 Greg Thomas General Manager Rincon del Diablo Municipal Water District 1920 North Iris Lane Escondido, CA 92026 Michael Thornton General Manager 462276.V1 ^3 , Exhibit 4 San Elijo Joint Powers Authority 2695 Manchester Avenue Cardiff, CA 92007 Michael Bardin General Manager Santa Fe Irrigation District 5920 Linea del Cielo PO Box 409 Rancho Santa Fe, CA 92067-0409 Dennis Lamb General Manager Vallecitos Water District 201 Vallecitos de Oro San Marcos, CA 92069 Roy Coox General Manager Vista Irrigation District 1391 Engineer Street Vista, CA 92081 32. Termination, immediate repayment, interest. The Agreement may be terminated by written notice at any time before completion of the IRWM Program at the option of OMWD, SDCWA, or DWR if LPP breaches the Agreement, and has been asked to cure the breach within a reasonable time and fails to do so. If the Agreement is terminated, LPP shall, upon demand, immediately repay to DWR an amount equal to the amount of grant funds disbursed to LPP. Interest shall accrue on all amounts due at the State of California's general obligation bond interest rate from the date that notice of termination is mailed to LPP to the date of full repayment. 33. Indemnification. a. To the fullest extent permitted by law, LPP shall (1) immediately defend, and (2) indemnify and hold harmless OMWD, SDCWA, and DWR and their directors, officers, and employees from and against all liabilities including inverse condemnation regardless of nature or type arising out of or resulting from LPP's performance of services under this contract, or any negligent or wrongful act or omission of the LPP or LPP's officers, employees, agents, or subcontractors. Liabilities subject to the duties to defend and indemnify include, without limitation all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. The LPP's obligation to indemnify applies unless it is adjudicated that its liability was caused by the sole negligence or willful 14 462276.V1 Exhibit 4 misconduct of an indemnified party. If it is finally adjudicated that liability is caused by the comparative active negligence or willful misconduct of an indemnified party, the LPP indemnification obligation shall be reduced in proportion to the established comparative liability ofthe indemnified party. b. The duty to defend is a separate and distinct obligation from the LPP's duty to indemnify. The LPP shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by OMWD, SDCWA, and DWR, and their directors, officers, and employees, immediately upon tender to the LPP of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination of comparative active negligence or willful misconduct by an indemnified party does not relieve the LPP from its separate and distinct obligation to defend OMWD, SDCWA, and DWR. The obligation to defend extends through final judgment, including exhaustion of any appeals. c. The review, acceptance, or approval of LPP's work or work product by any indemnified party shall not affect, relieve, or reduce the LPP's indemnification or defense obligations. This section survives completion of the services or the termination of this contract. The provisions of this section are not limited by and do not affect the provisions of this contract relating to insurance. d. LPP shall require its contractors or subcontractors to name OMWD, SDCWA, and DWR, its officers, agents, and employees as additional insured on their liability insurance for activities undertaken pursuant to this Agreement. 34. Insurance. a. The LPP shall procure and maintain during the period of performance ofthis Agreement insurance from insurance companies admitted to do business in the State of California, as set forth in this section or as additionally required by supplemental condition. An approved combination of pooled and self-insurance coverage is an acceptable alternative for general liability, automobile coverage, or workers compensation. These policies shall be primary insurance as to OMWD so that any other coverage held by OMWD shall not contribute to any loss under LPP's insurance. Coverage may be provided by a combination of primary and excess insurance policies, provided all insurers meet the requirements of this section. b. All insurance shall cover occurrences during the coverage period. c. The coverage amount of each policy of insurance shall be as required by OMWD. i. The following insurance and limits are required for the contract: Commercial General Liability: Coverage at least as broad as ISO form GC 00 0110 01 Limit per occurrence: $2,000,000 15 462276.V1 q_S/> Exhibit 4 d. The insurance policies shall be endorsed as follows: i. For the general commercial liability as well as excess or umbrella insurance covering risks within the scope of that type insurance, OMWD, its directors, officers, employees and agents are included as additional insureds with regard to liability and defense of suits or claims arising from the operations, products and activities performed by or on behalf of the named insured. The LPP's insurance applies separately to each insured, including insureds added pursuant to this paragraph, against whom claim is made or suit is brought except with respect to the policy limits of liability. The inclusion of any person or entity as an insured shall not affect any right which the person or entity would have as a claimant if not so included. Any failure of the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the insureds added pursuant to this paragraph. The additional insured endorsement shall provide coverage at least as broad as ISO form CG 2010 10 93. ii. The LPP's insurance shall be primary. Any other insurance or self-insurance available to OMWD or persons stated in paragraph (i) shall be in excess of and shall not contribute to the contractor's insurance. iii. The insurance shall not be canceled or materially reduced in coverage except after 30 days prior written notice receipted delivery has been given to OMWD, except 10 days' notice shall be allowed for non-payment of premium. e. Unless otherwise specified, the insurance shall be provided by an acceptable insurance provider, as determined by OMWD, which satisfies the following minimum requirements: An insurance carrier admitted to do business in California and maintaining an agent for process within the State of California. Such insurance carrier shall maintain a current A.M. Best rating classification of "A-" (A minus) or better and a financial size of $10 million to $24 million (Class V) or better, or a Uoyds of London program provided by syndicates of Uoyds of London and other London insurance carriers, providing all participants are qualified to do business in California and the policy provides for an agent for process in the State of California and the program assures a financial capability at least equal to the required classification and size for admitted insurers. f. Certificates of insurance and endorsements shall be provided by the LPP and approved by OMWD before execution of the contract. Endorsements may be provided on forms provided by OMWD, or substantially equivalent forms provided by the insurer. All consultants/ contractors performing the scope of work on behalf of the LPP shall name OMWD, SDCWA, and DWR (including their directors, officers, employees, and agents) as an additional insured on their Commercial General Liability policy and the policy shall be endorsed with use of an ISO form CG 20 10 10 93 or equivalent. 16 462276.V1 2^7 Exhibit 4 35. Laws and venue. This Agreement shall be interpreted in accordance with the laws ofthe State of California. If any action is brought to interpret or enforce any term ofthis Agreement, the action shall be brought in a state or federal court in San Diego County. 36. Assignment. A party shall not assign, sublet, or transfer this Agreement or any rights or interest in this Agreement without the written consent of OMWD, which may be withheld for any reason. 37. Integration. This Agreement represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding should be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by the parties. 38. Incorporation of standard conditions and grantee commitments. The following exhibits are attached and made a part of this Agreement by this reference: Exhibit A - Local Project Sponsor Agreement Exhibit B - Grant Agreement 39. Signatures. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe date below: 17 462276.V1